Alien Blade Rebellion
by Harem Lover 26
Summary: What would happen if Ben finds the Omnitrix on he sword and sorcery world of Queens Blade? Would he use its power to fight the monster of that world and beyond or join a rebellion against the queen. Ben/harem and rated M for violence and everything Queens blade is know for.
1. Chapter 1

I don't own Ben 10 or Queens Blade. I also don't own any of the charters even the ones from others series.

A.n. I made this story because every cross over had Ben just being sent to an alternate world. So I wanted to write about Ben and co being from a swords and sorcery world. And I have chosen the world of Queens blade. Also this will have everything that the Queens Blade that the queens blade is know for and future lemon.

On the world of Gainos the strongest and most beautiful rules the over the people. After the last Queens Blade the winner Leina refused the throne and named Claudette the new queen and now rules from the city of Gainos. Under her rule the continent has advanced thanks to research on wizard stones and she has also freed the people from the aristocrat system, however her laws has become strict and massacres have become common as well as horrible monsters now freely room the land. In Claudette's pride she has declared herself the eternal queen and disbanded the queens blade because she is the strongest from the depths of hell to the heights of heaven, but what she doesn't know is that there is a lot of things above even heaven.

In space a few 20 or 30 thousands miles form Gainos a battle rages between two ships. "Vilgax we are taking heavy damage. Should we fall back?" said a robot.

"No I have crossed the Galaxy in search of the Omnitrix. I have even come to this unstable sector of space and now that the Omnitrix is with in my grasp and no one will deny me it.

We now join the sixteen Ben Ten who just spilled floured on himself as he was making bread. "Oh how could things have gone this way? All I wanted to do was protect people but after I failed to make the army things have been on a downward trend," Ben said to him self. Ben than began to think back to when he was thrown out of training.

"I am sorry Ben but because you can't seem to master the iron body that protects your body from cuts and bleeding, but not from pain or your clothes being torn to shreds. It's a basic skill that's needed to join. Even though your skill in other areas has been fine I have to let you go," said the captain.

'Ever since than the only trade I have been able to master is being a baker. But maybe its not all bad considering all the all things the queens army has been doing lately,' Ben thought as he removed the bread from the oven.

'One of the first things that did was force all the magic users to move to one of the magic schools, but they really just call them prisons set up because people fear magic users. I still remember when they took my cousin Gwen away. The look of sadness on her face was heart breaking, I wonder how she's doing? I wish I could visit but its forbidden. The rest of my family was killed off by trolls attacking the village when most of the guard was away fighting against some rebel noble,' thought Ben.

'Even though all I have left of my life now is this old bakery and a bag of holding it still beats being force to massacre people for the queen,' Ben thought. He then gather up his bread with the help of his magic bag and went out to make his deliveries.

Living in a small trade town was nice many people passed though the town on the way to other cities, so even though it was a small town there are many shops. Ben decided to start his job off with a visit to his favorite weapon merchant Cattleya and her son Rana.

Cattleya was a famous adventure who settled down and became a mother. She did take up the sword again to fight in the last queens blade to find her missing husband but it seems that he died fighting against a demon of some sort and now doesn't leave the shop for anything.

When Ben walked though the door he called out 'hey squirt how are you doing?" Ben called out playfully to Rana. It seemed that over time Ben had become a big brother to Rana

"Big bro you're here." said Rana.

"Yeah just making some deliveries I also have your honey bread your mom ordered," Ben said patting the 9 year old on the head.

"Oh this will be so good when me and my mom go camping," said Rana.

"What you mean the two of you are going camping in the woods?" Ben asked surprised.

"Oh yes me and my mon are going to go camp out at the big pond out in the woods tonight. It will be fun we'll have a camp fire and maybe even go swimming.

Ben just imagined what Cattleya looked like in the water, her world-famous giant tits on full display. 'Man I have to stop thinking of her naked so much,' Ben thought. "I mean your mothers is actually leaving the shop? I mean she never goes out any more."

"Oh Rana is someone here?" came the beautiful voice of Cattleya. "Oh Ben you're here."

"Just here to give you your bread. I assume its for your camping trip."

"Oh how did you find out about that? Rana I though I told you not to tell anyone," she said scolding her son.

"Well I think its good that you're getting out of this old building. Oh can I come with I would love to come with. You have to say yes."

Cattleya looked deep in thought for a moment and it looked like she was fighting to say something. "Why yes Ben you may come with us since you feel so strongly about it.

"Oh right just let me finish making my rounds and I am good to go," Ben said very happy and left the store.

"Mom are you sure its alright that Ben comes along?" Rana aid.

"You heard him say I have to say yes."

"Oh right your curse that the swamp witch cast on you."

"Yes the curse of submission. I must do what any tells me do," she said bitterly.

"Everyone but me that is," Rana said.

"Yes and because of that if a man say something like strip naked and follow him to the slave market you couldn't help me. I just hope Ben doesn't find out, he might try to take advantage of it."

As Ben was walking though the streets he noticed that a strange caravan was coming into town and even more surprising it seemed that swampland goblins were riding it. When Ben looked in one of the caravans he saw a girl chained up with a look of despair on her face. Looking closer it seemed that this girl was the half elf that fought in the last Queens Blade Nowa. "Help me," she said.

"Hey get away from there," came the voice of the person that Ben hated the most.

"Kevin what's going on here. This looks like a slave market," Ben said to the corrupt captain of the guard of the town. Kevin was know for harassing the towns folk and doing nearly anything for some extra money.

"That's because it is one I had this thing set up for months. Many rich people will be coming from all over the contrary to bid on these newly trained slaves. Were even having a fighting tournament as one of the events," Kevin said smugly.

"Wait you do know that your doing is against the very laws that swo aaak," Ben was cut off as Kevin punched Ben in the gut and sent him flying back 10 feet.

"The only laws that are enforced are the ones that the strong feel like. Since this will greatly benefit the rich who need cheep labor and enhance my own standing with them I don't see why I shouldn't let them. Now should I have you arrested or will you just leave?" Kevin said mockingly as members of the queens army began to surround Ben.

Ben hated himself but he know there was nothing he could do he just didn't have any power. He just picked himself up and left all the while he cursed himself for being so weak. He soon joined Cattleya at the camp site but no matter what he did he could not cheer up.

Latter that night.

Cattleya, Rana, and Ben were all sitting around the camp fire. "What's wrong Ben you've been looking down all day, even when we were in the pond.

"Well it seems that this world just keeps on getting worse and I am powerless to help anyone. There are even swampland goblins selling slaves in my home town," Ben said.

"Ah yes I could see that the market Kevin set up would upset a person like you," Cattleya said.

"Wait you knew about that and you just went camping?" Ben asked shocked.

Both Rana and Cattleya stared to freak out some. "Well you see big bro...um." "We just thought that..." were some of the things that two of them were saying clearly caught.

"I don't believe this back in your youth you stopped these kind of thing left and right. I may not have enough power to help them but you're the strongest MILF alive," Ben said. Ben soon realized that he let the word MILF slip out. Ben had to admit that she still had that youthful look to her and he had a few erotic fantsayis about her. Much to his relief a giant boar emerged from the forest and started to charge the group.

Cattleya didn't even go for her sword as the monster charged even though it was twice her size. Instead she just caught the boar with her bare hands and with one blow to the head crushed its skull. "Well Ben it seems that we will have some roast boar could you go get some more firewood?" Cattleya asked.

"Yeah good idea."

"Wow mommy good work fighting that boar. Do you think Ben would forgive us for just running away from those goblins," Rana asked.

"I hope so he is a good guy and reminds me of your father. Maybe will should tell him about my curse and the fact that all the swamps witches minions know all about it. If they knew I was in town I would soon be sold right in front of you," Cattleya told her son who then hugged her tight as if he was about to lose her.

"Hey mom is Ben really weak? He keep talking about that."

"Well in teams of body I would say that he has a good athletic build with just the right amount of muscle on him. But he never learned how to channel his inner power into strikes or use it to defend himself with. I guess you could call him average."

"Then why doesn't the army let him join?"

"The problem in order to join the army average just isn't enough. Rana why don't you go help Ben find some fire wood." Rana soon went off looking for Ben.

Out in space.

"What do you mean the Omnitrix is not aboard the ship. This battle nearly cost me my life and we still don't have it," Vilgax said his mangled form in the medical tube.

"Records show that the ship sent down a capsule to the nearest planet. We believe she hid the Omnitrix in it as a last attempt to keep it from us," said a robot solder.

"Send the drones it will be annoying if a life form from the planet gets to it first."

Down on Gainos in the queens castle.

What a nice night don't you think so sis," Elina the leader of the assassins of the fang said to Claudette as she rubbed her body up against the queen like a cat. They were both on the large balcony in the palace

"Hey you little kitten get away from my wife," said Kaguya the self-proclaimed princess of the moon and now wife the to queen. She quickly flew in with her jet boots and tossed Elina to the side. "Dear wh don't we turn in early and have some fun in bed. I'll remove every last piece of magical closes from my body."

"You little bitch. I am going to rip off your closes and drag you around for all the peasants to see," Eline said drawing her spear. "Your not even her wife that's something your started saying after your failed attempted to steal the queens Thunderclap sword. And you don't share her bed."

Kaguya drew her light saber. "Only my wife can strip me of my magic closes. And if she didn't want me for a wife she should of let me win the fight."

Before a fight could break out a whip like sword snatched the spear from Elina and both her and Kaguya were then drench with water, they both screamed at being caught in the downpour.

From the entrance of balcony was Ivy captain of the guard with her whip sword and the queens general Erza the knight walker. "It looks like these two are still being total fools Erza. Don't you agree.

"What do you want to fight," both Kaguya and Eline said.

"Oh I would love to test my armor against your Kaguya so bring it," Erza said.

"Now you want to come between me and Claudette just for that I will burn the flesh from your bones," she said powering up her gauntlets. Before anything could happen the unusually stoic queen raised her sword sending powerful lighting at all four of them, but they all missed my inches.

"Serves you all right bothering the queen with your petty grudges. And Erza don't you mean the armor I made for you?" said the dwarf Ymir.

"Enough," said the queen. "I wish to enjoy the piece of the night and its stars. Look there is a green falling star, perhaps it is a good omen."

"If only it was my queen," said a man coming out of the shadows. The man was the wizard Hex, magical advisor to the queen and the only man in her court.

"What do you mean Hex."

"It seems that star will grant all the powers of the stars to whoever finds it once it lands. With such power it could lead to a mighty rebellion.

"Those who defy my will be brought down as swiftly as lighting."

Away from the palace on an island in the middle of a large lake sat Alfia one of the magic schools. In magic made hot spring we find Gwen enjoying a soak. "What a peaceful night," Gwen said as she looked up at the stars. When she saw a green falling star she stood up her naked body glowing in the darkness and her nice full breast in full view. 'When I look at that shooting star I think about my cousin Ben for some reason,' Gwen thought.

"Hey girl friend I hope you don't mind any company," said Nyx the Master of Flame come into the spring.

"Oh hi Nyx do you want to take a bath too, I see that you don't have Funicula with you"

"Yea he doesn't like hot water. But I did bring his special beauty cream I better rub it on you," Nxy said playfully.

"Wait you don't need to do that besides there aren't any boys on the island," Gwen said in vain for as Gwen turned around trying to get away Nxy pulled in close and started to rub the cream on to her breasts.

"Don't be like that Gwen. Sure there are no boys here now, but who knows what the future may hold. And speaking of boys did you have a special someone back home?" Nxy said as she fondled Gwen's breasts.

"The only oh only boy pant who never treaded me like a monster was my cousin pant Ben," Gwen said breathing hard as Nyx rubbed the cream into her skin.

"Really then I hope I can meet him someday," Nxy said as she turned Gwen around and started to rub it into her nice and full ass.

Back with Ben.

As he walked though the woods looking for firewood he saw a shooting star and decided to make a wish. "I wish I had the power to help people and become like mighty hero," Ben said looking up at the sky. To his surprise the star dove straight for him. After a big crash Ben went over to see what is was. The capsule opened up and to Ben's mind there was an armband. When he reach for the armband it jump on his wrist. Ben tried to get it off but he must have pressed the wrong button for he soon started to grow and his skin turned red. When it was over Ben was about eight feet tall muscle bound , red skin, four small yellow eyes, and four powerful monster dressed like a gladiator.

To make matters worse Rana had just arrived and thought that the four armed thing was a demon. "Mommy there's a demon here," Rana cried out.

"Wait Rana I am not a demon," Ben tried to clam him down, but Cattleya was on the scene in less then ten seconds with sword in hand.

"Get away from him monster," she said as she charged in ready to impale Ben on her massive blade.

Acting fast Ben was able to catch the blade with all four of his hands stopping her from killing him. Cattleya tried to move the blade forward but it seemed that Four Arms is just as strong as her. So she lifted her sword up with the demon with it and fling him into a tree. She then tried to do a jumping attack to finish him off.

Ben knew he had too do something so on instinct he clapped all four of his hands creating a shock wave not only knocking her back but shredding her outfit. The now naked Cattlyea stood up and declared "this is far from over."

"Wait I really don't want to fight the most powerful MILF in the world," Ben said as he realized he called her a MILF again.

"Wait Ben is that you?" She asked shocked.

"What Ben's a monster now, but how?" asked Rana.

"It's a long story, no its more like a weird story like just talk back at the camp." So back at the camp Ben told them how the armband turned him in to Four Arms. "It seems that the armband was cursed that is the only way to explain it Ben," Cattleya said.

"What am I going to do now? I can't run my business like this and if the Inquisitors ever see me they will try to kill me. I wish was human again."

"Acknowledged returning you to your normal form," camp a strange voice. In a green flash Ben returned to normal.

"What your all better now Ben," said Rana.

"It seems that it only transformed you for a short time. Your very lucky," she said.

"You now have 40 minuets of power left," said the armband.

Ben realized something about this new armband and made a plan. "You know Cattleya you should go mend your clothes even though you look stunning without them it just isn't right to be naked in front of your son," Ben said.

She realized that by wanted to hear Ben's story she forgot she was still nude and with Ben's command she ran into the tent to mean the rags of her outfit.

"So Ben what should we do now?" Rana asked.

"Well Rana I just remembered something I have to do so I am heading back into town."

"At this time at night?"

"Well its important," Ben said running into the woods. After he got far enough into the woods he started to fiddle with the magic armband. "Okay now how do I turn into those monster."

"Press the glowing button to bring up the menu," it said. When he did magic symbols appeared around the armband. "Press the one you want." Ben needed speed right now so when he saw a wolf of some sort he took it. Ben quickly morphed into a Wild Mutt. 'Cool now I am a Wild Mutt, I should be able to make it back to town in no time. Now that I have gotten my wish for power its time to paid that slave market a little visit,' Ben thought as he ran to town at high speed.

"Rana honey ware's Ben?" she asked.

"He said he had something to do."

She realized just what Ben was planning at doing. "Oh no he's going to attack the goblins with his new powers we've got to help him."

"But the curse won't they make you a slave if they see you," Rana asked worried.

"I've got something for emergency's like this," she said as she put something in to her ears.

Back at the village Ben had transformed back into a human as was looking over the slave market. It seemed that Kevin had sent most of the guard away form town. No doubt to keep what he's doing a secret. so there were only about 10 guards and 30 goblins. It also seemed that before the bidding started they made some of the slave fight each other in a make shift arena. It would have been very bloody but Nowa even her half dazed state defeated them all with quick movements and nonlethal blows.

Ben looked over the area. The slaves were kept in cage off to the side of the stage and the buyers were on the opposite side of the arena. Ben knew that the if something happened they would try to protect to buyers first so his plan was to turn into a monster by the stands and throw everything into a panic. Then he would make his way over to the slaves and free them. He knew he would have to do a lot of improvising and goblin kill but it was the best plan he could pull off by himself. "Hey arm band do you have any idea of what I should become."

"Try this one with its power to grow crystals it becomes a living weapon."

When Ben transformed into the monster he became living crystal and could swear he could see his reflection in his own arm. "It looks like I have a diamond for a head do I'll call it Diamondhead. Diamondhead then set his plan in motion. Sure enough when some of the goblins were surprised that an earth monster started to attack them. They tried to use their weapons but its diamond skin blocked all attacks.

'It seems that my plan is working all the goblins are forgetting to guard to slaves and better yet all the human guards have run off. Let's see what this body can really do," Ben though as he turned his right hand into a big spiked mace and his left arm into a blade. As the goblins attacked Ben used his club to bash them away like they were a dummies. And with his left he cut them in half or just impelled them.

In Vilgax's space ship. "Master we have picked up on the Omnitrix."

"Then send down the giant drone."

The nobles in the stands had already run off in fear leaving all the money they brought with them to buy slaves. Ben had made it over to the slave cage were he saw the last person he wanted to see, Captain Kevin.

"Hey how can the swamp witch send one of her earth monsters to wreak such havoc on the goblins slave market I though they worked for her as well," said Kevin.

"I don't work for the Swamp Witch and like you said today those with power make to the law and I've just come into some power," said Ben.

"Ben is that you?" Kevin said surprized.

"Call me Diamondhead now. And I think its time to set them free don't you." Ben then fired off a crystal shard that broke the lock on the cage and freed the slaves.

"Why you do you know what you've done to me," Kevin said charge in and punching Ben in the gut but all he did was hurt his hand.

"I could kill you right now, but I think its best to let you go because even you can't keep this quite. When the queen hears that you hosted a slave market boy will you be in trouble."

"No I am not goi ack," Kevin was cut off as Nowa attack his from behind with her staff.

"Your that boy who I asked for help earlier," she asked.

"Yes sorry I couldn't help then, but I only came upon this power tonight."

"That's all right your helping now hehe," she said and for some reason Ben though she sounded like a school girl talking to her crush.

"Hey who are you to come out of nowhere and do this to my caravan," came the voice as a small goblin named Dogura. "Branwen its time to show them what the ultimate gladiator can to. Show them the power of your dragon blood." From the other end of the end of the arena a powerful looking woman with a chain tattoo on her leg and holding a shield and sword entered the arena and started to approach them.

"We should run away that woman is very powerful," said Nowa hiding behind Ben.

"I doubt that we could get away, but I have a plan I keep the Branwen busy and you go and kill off her goblin master she should stop fighting after that," Ben said. He then got in the arena ready to face the gladiator.

"I have nothing against you, but you must fall," Branwen proclaimed.

"We'll just sssss, hey what's that in the sky?" Ben said as he saw a massive fire-ball coming down from the heavens.

What ever it was it crashed right in the middle of the arena. I looked sort of like a red giant but It had three insect like legs. 'I've never heard of a demon like that before' Ben thought as he looked at the giant robot pf course neither he or anyone else there knew what a robot was.

The robots first move was to fire its lasers at Branwen knocking her out of the arena. 'This thing has magic blasts too. Wait I am pretty much like a mirror right now maybe I can turn the blast against it, but first some hand to hand. Ben turned his hands into ax's and charged in. The giant simply leap into the air to avoid it. It then swatted Diamondhead away and powered up its lasers. Ben changed his arms into as much of a flat mirror as he could. The attack went back at the robot knocking it back, but not destroying it.

As Ben thought about his next move Branwen got up her clothes destroyed leaving her nude. "I've have had enough," she said as she leap high into the air a powerful aura shaped like a dragon shrouded her. It dove into the robot turning it into scarp.

'Man that was so hot,' Ben thought as he looked upon her nude form with her tone butt and full breasts.

At that time Cattleya with Rana on her back had appeared before Dogura. "What your in this town. Well perfect, go help kill whatever that is and then report back her with your son your both going to be sold as slave. If he trains well though the despair I just might sell you together hehehehe," the goblin said.

"Did you just say something I'm having a little trouble hearing right now," Cattleya said and Rana just stuck his tongue out at him. I'll just assume you said hurt me," she then kick him so hard he flew though the air and landed at Ben's feet.

"Well it looks like it' time to end you here and now," Ben said turning his arm into a sword.

"Wait ah ah I could pay you a lot of gold," he said clearly hurt.

"I can't let you do that," said Branwen.

"What why after enslaving you and all those other girls why should I? Another question is with all your power why didn't you free yourself?"

"I am a servant of the dragons. The Swamp Witch has taken my dragon master prisoner. The only way to save my master is win enough in the arena, but if Dogura doesn't send word once a day they will kill him," she said.

"Okay then I will spear him," ben said.

"Oh thank you thank you," Dogura kept on saying.

"But since she did beat that giant in the arena you have to count that." The goblin quickly said something and one of the chain links vanished. "And one more thing," Ben encased Dogura in crystal from the neck down.

Latter Branwen was dragging her master back to the swampland, she made sure he couldn't see her ass as she was still naked as the she was born. 'Not only did he help me and the other girls, but he helped my dragon as well. Who ever or what ever he is I would very much like to see him again,' she thought with a blush on her face.

Back with Ben, Nowa, and Cattleya. "Well now I guess its time for me to do hit the road and help people like I always wanted. With the money those people left behind and my magic bag I should be set," Ben said.

"Can I come too. I waned to see more of the world before I got caught," Nowa said.

"Good idea. With more people we could be even more powerful. Cattleya you and your son should come along too, we could use a trainer.

"Okay," she said wishing she hadn't taken that stuff out of her ears.

In the trees.

"Well that doesn't look good does it Shizuka. What are we going to tell the swamp witch?" said a copper skinned woman who wore fish net dress.

"Well I happen to like this turn of events Ansrista. The thing I don't like is working with an old corpse like you," the ninja.

"Oh so being a fresh corpse is better? Lets just go back to the swampland."

end

Well there is chapter one. I still need some more magic girls for the story so please suggest some. i need some more villains too. As for Juile some people want her o be a samurai so maybe she and Izumi could be sisters.


	2. Ghost Story

Chap 2.

It had been about a days since Ben had left town with both Cattleya, Rana, and Nowa. The group made camp by a small pond with crystal clear water. The group knew that after they fought against the goblins the queen's army and the church would come after him thinking that he was some kind of demon. So taking the money that the fleeing nobles left behind the group basically became wondering warriors.

Ben was reading the news paper about his exploits. "Lets see an illegal slave market was attacked by a rampaging crystal monster. The man who set up the market was Captain Kevin of the Queens army, he clams that the monster masqueraded as young man running a bakery in the town for years. He has been striped of his post and thrown in jail. The crystal monster is still on the lose all civilians are advised to be on the look out for a young man with green eyes and brown hair," Ben read. "Well this is a boring article it only has the info that the army gave out. It doesn't even have any interviews with the locals."

"Well its too bad they made you out to be the bad guy. I hope that your seen for the hero you are in the future," Nowa said with her pet monkey Lou on her shoulder. "You know since we don't have be anywhere anytime soon why don't we have some fun in the pond?" she said as she bent over to study the water her mini skirt riding up exposing her bare butt.

Ben couldn't help but stare at her sexy little ass as it swayed back and forth as Nowa checked the water. Ben had it admit there was part of him that there was a part of him pervert. One of his dreams was to have a harem of beautiful woman, though not the kind of slave women that disgusting goblin Dogura sells, he wanted woman who were in love with him not woman who were afraid of being beaten. Little did he know that he know he had made progress on that dream.

'The water looks great, ben and I should really play in it. Ever since he saved me I seemed to have fallen for him. I guess this is how a princess feels when she's saved by her knight. If I remember the way that human girls get human boys to like them by showing off their bodies, having fun together, and cooking. So going in the pond together should be a good idea.

"Well I think we should to least make it to the forest before nightfall," said Cattleya. She was a bit wary about what could happen if they all got in the water, even though Rana seemed that he wanted to go in as well..

"Well I think we got some time to play so lets jump in," said Ben.

When she heard that Nowa excitedly though off her clothes. "Nowa you don't have to take all of your clothes off," Ben said nervously.

"But its way of the elves to swim naked. You should do it too," she said as she striped Ben and dragged him into the water.

"Hey now stop that and put a swim suit on," Cattleya said.

"Oh lighten up, you should strip down and join us in the water," Nowa said.

Cattleya looked stunned for a second but then she slowly removed her clothes and jumped in. 'I hate this curse. Because Nowa said I should join them I have to skinny dip with them. I hope Ben doesn't try anything," Cattleya thought oddly aroused at the thought of Ben grouping her massive tits.

As the group enjoyed the water Nowa turned it into a splash war even Rana joined in. Ben couldn't believe that he was skinny dipping the two hot woman. Cattleya had a body that almost couldn't be real and even though Nowa was scrawny by comparison her youthful energy gave her own charm.

At one point in the splash war Nowa charged at Ben knocked him into Cattleya at the edge of the pond. So Ben was sandwiched between Cattleya's huge breasts and Nowa rubbing herself against Ben's back.

"Let's play over there Ben," Nowa said not liking the look Ben was giving Cattleya.

'Ben's on top of me if he takes me here and now I won't be able To stop him. I will become his slave and be forced to have sex on demand. I haven't had sex in nearly ten year so I'm not sure if I can I can even please a man in bed," she thought half fearing what he would do to her and half fantasizing about it.

"Hey mom I'm tired is it okay if we stopped playing?" Rana asked.

When Ben heard his voice he remembered that Rana was still there and backed off. 'I cant belive I was thing about having sex with Cattleya on a wild impulse. She must hate me now, though she didn't seem resist so maybe she wants me as much as I want her,' Ben thought as Cattleya turned around and got out showing off her bubble butt and even her pussy right in Ben's face.

"Why don't you ever look like me like that," Nowa said meekly.

"I don't think you know what that look means Nowa," said Ben.

"I know more than you think Ben," she said as got out of the water leaving Ben stunned once more.

When Cattleya was alone with Rana they started to talk, "Thanks for helping me out Rana. Who knows what would have happened if you didn't break the mood," told her son relief clearly in her voice .

"I always want to help you mommy. But I really don't mind if Ben becomes my new step-father," Rana said causing his mother to go beat red.

When the group was walking though the forest the heard sounds of battle so they decided to check it out.

When they got there on the scene they was a beautiful woman dressed only dressed in a red bib and metal leggings welding a giant battle-ax with a rope with a club attached. She also had short red hair. She was fighting against a pack of demons spiders know as the Terroanchula.

Ben then changed into his most powerful form Four Arms and pulled out his new weapons that he made with Diamondhead powers. So in each arm held a different weapon. He had a crystal hammer in his lower left, a crystal axe in his lower right, a spiked club in his upper left, and a crystal sword in his upper right.

Ben jumped into the battle and crushed one of the Terroanchulas with his hammer.

"What, one of Dr. Animos monsters is helping me?" said the woman in surprise.

"I don't know who that Dr. Animo is but I am a wondering hero so I helping damsels in need," Four Arms said.

"Well I may need just a little help with some of these monsters. My name is Goldie ," She said as she swung her axe at one of the monsters. It was able to jump out of the way but Goldie also also swung her rope club at it crushing it.

Cattleya was have a lot of trouble with the Terroanchulas. Her fighting style was made to fight large giants so these nimble spiders kept on avoiding her attacks, she was also put as a disadvantaged by carrying her son Rana in her arm. One of the monsters used its claws to attack her. She was able stop the beast from hurting Rana, but the blows she took destroyed her clothes. In desperation she used her thrust attack, the attack was so strong that it even ripped apart the ground and managed to kill some of the monsters in front of her.

Some of the Terroanchulas used their lighting web attack on Cattleya. To protect Rana, Cattleya got down on the ground with her son under her, his head between her massive tits. The red lighting web was burning into her flesh causing her to cry out in pain. When some of the Terroanchulas moved on Cattleya to finish her off, Nowa jumped in to save her. Using quick attacks she was able to hold off monster spiders. Soon Ben and Goldie finished off the rest of the monsters with their powerful attacks.

After the battle Ben transformed back into a human and got a good look at Goldie and to his surprize the only undergarments she had on were bondage rope and that her battle-axe was made of a giant bone.

"Wait are you a human or some kind of monster?" Goldie asked surprized that at Ben's new form.

"Well I am a human I just have a magic armband that lets me transform into monsters," Ben said.

"Wow that's amazing, though I do think the one you just transformed into was too big, at least your true form is just right," Goldie said as she got in close.

"Um thank you and if I may ask some questions just who is this Dr. Animo and why are you wearing bondage rope for underwear?" asked Ben.

"Well I just like wearing this after all thongs are in fashion after all. And about Animo he is a demon scientist that works for the swamp queen. He is turning all the animals into demon monsters, I was on my way to stop him however it seems that I need help dealing with his creations. Do you think you could help, do you have any more monsters you could turn into."

"Well I can turn into ten monsters, but I have only tried out nine so far. The red monster Four Arms, the living crystal Dimondhead, a giant bug Stinkfly, half-fish half man Ripjaws, the undead Ghostfreak, the fire elemental Heatblast, the super fast lizard XLR8, the blind beast Wildmutt, and the small Greymatter I don't know what he is good for other then sneaking past people. And of course will help you get rid of this Dr. Animo, after all I can't let such a vast amount of monsters be brought into the world," Ben said.

"Oh thank you," Goldie said pulling Ben into a tight hug. Cattleya and Nowa got very jealous at this. 'Who does that woman think she doing that to Ben. Is she trying to seduce him,' Nowa thought even though she didn't quite know what seduce meant.

'Why dose my heart has a knife in it. I never thought about any loving another man ever since I found about Owen. But for some reason the thought of losing Ben tears me up inside,' Cattleya thought.

"I think that we should go stop this Dr. Animo," Ben said as he pulled away.

Soon the group was at the mad doctors lair, that looked like a dome of some sort. However there was a big problem that stopped them from storming the place. A green hairy giants called Allegewi were guarding the entrance. The monster men stood about 30 ft tall and held tree trunks as if they were clubs.

"Those giants could be a problem to get by," Nowa said.

"I can handle the those giants I did take on those kind of monsters all the time when I was younger," Cattleya said. "And as I fight it the giant the rest of you run in and attack the base."

"Okay but I think I should transform now. Okay arm band give me Diamondhead," Ben said as he transformed into Greymatter. "This guy I would have been better off as my normal self."

"Well we can't wait we will have to attack so Goldie and Nowa you go in and stop Dr. Animo," Cattleya said before she charged the giant. She could have killed it in a singel blow but she felt that if she dragged out the fight then Dr. Animo turn his attention on her and not Ben. So she first throw her spear at its' arm.

The giant gave a shirk of pain and when it spotted Cattleya with Rana on her back, Ben and the others were behind some trees at the time if your wondering, it started to chase her.

We join Dr. Animo who looked like a skeleton like man with green skin, horns coming out of his head. With Dr. Animo who was watching the event via a crystal ball. "Whats she doing out there. My work she to important for this kind of interruption. I'd better let lose some of my beast to eat her," Dr. Animo said ranting.

"Oh there no need for that," said a young woman in the shadows. "I'll take care of her," she said as she disappeared.

"Well then she should be able to take care of it now I can finish my latest work," Animo said as he flipped a switch and a wolf in a cage was exposed to some light from some crystals and a green liquid was poured on it. The front of its body started to grow a lot of muscle so its front half was about three times bigger than its back. And its paws turned into large claws. Its most shocking change was that its face flatten into a toothy maw.

With the entrance wide open Ben and his girls ran into the lair. Nowa wanted to split up to search for the captured animals, so Goldie and Ben, who was still in his Greymatter form, made their way into main lab. As the pair watch the evil experiments taking place Greymatter started to speak "Cellular mutant going this smoothly without the time delay of normal cell division. This must mean that there are many dimension tears open to multiple planes of existence placed at different points on the universal axis. This would cause at bleeding effect of natural laws causing everything in this world or even solar system to have a quantum uncertainty."

"What are you talking about," Goldie asked.

"I'm not sure what I'm saying, but what I do know is that the conflicting of laws of nature and physics could be disturbed by a sonic wave, a just shaping your body in just the right way to act as a conduit for energy. Man I wish I knew what I was saying," Ben said as he was getting used to new found intelligence. "Hay Goldie I have a plan it you just keep that mad doctor busy I should be able to put an end to this place," Ben said as he hopped down from her arms, but when he looked up at her he got a perfict view of her rope covered pussy.

"Will do Ben, though I may just chop him in half." Goldie then charged Animo, "Prepare to die," was her battle cry.

"Who are you," Animo said as he tried to run away from Goldie.

Back with Cattleya. After she ran a little she turned and faced the forest giant. The forest giant tried to smash her with the tree trunk it was holding, but Cattleya used her own massive sword to stop the attack and push it onto its back. Then she jumped up and drove her sword into the giants heart killing it.

"Well its no surprize that you would be able to handle a one giant, but it also means that I have to punishes you now," Said Airi the wrath maid.

"Airi what you do doing here," Rana asked surprised because he hasn't seen her since the undead maid returned to the Swamp Witch.

"I was sent to check up on Dr. Animo progress. I so you just got unlucky because now I have to fight you for attacking the lab."

"Are you going to command me to surrender and force me to do horrible things?" Cattleya asked know that Airi knew about her curse and could make her do some bad things to her own son.

"Don't worry about that I am friends with your son, sort of. So we will duel fairly, and when I say fairly I mean that you have to put down your son. In fact your sons safety is now your number one concern and you can't take him into fights with you unless you feel leaving him alone will endanger him," Airi said taking out her scythe.

Following Airi's command Cattleya put Rana down. "Mommy please I want to stay with you," Rana begged.

"Sorry but I must do what she tells me to do It could be worse all she;s telling me to do is not to put you in danger," Cattleya said.

"Are you going to hurt each other," Rana asked. Airi was his friend from when Aldra sealed his mother in stone so he didn't like the two of fighting.

"Don't worry Rana, I wont kill your mother." The two woman charged at each other. Airi knew that she couldn't match Cattleya physically so she turned intangible to pass though the sword. She then slash her scyth across Cattleya back tearing at her clothes, though her iron body skill still prevented a wound.

"I've gotten better at my wrath powers you wont be able to over power me so easily," Airi said taking to the air.

"Will see about that," she said as she rushed the demon maid. However Airi just floated out of her reach.

Back with Ben and Goldie. Doctor Animo was firing off red beams of magic from his horns trying to keep Goldie at bay. But Goldie just throw the weighted club part of her weapon at him sending him to the floor.

"ack why are you stopping from helping these animals survive?" Animo asked.

"Survive, you calls what your doing helping them survive. All your doing is truing peaceful creatures into killing machines. And I the golden ranger will not stand for it."

"Don't you see that the Swamp Queen will soon take over this and all other land. When that happens all the animals will need to survive in the new world she'll create and I am helping them do just that," he said.

"That totally insane," said Ben. "Luckily I just set the animals loses and I'm causes the crystals to implode. We should all run right now."

"What curse you and your meddling," he ranted as he took out some power. He throw the power at his feet and vanished in a puff of smoke.

Nowa and the rest of the group had just made it out side the lab as it blow up. Ben reverted to his normal form. When they found Cattleya she was still fighting the Airi, all of Cattleya cloths were gone and she was looking tired. Airi was also looking tired and standing only in her underwear. "Well Cattleya you've put up a good fight but now its time to end this, lessor sprites." Small ghosts were summoned and held down Cattleya. "If you don't mind I need a bit to eat to regain some strength," she said as she hugged the nude woman and gave her a deep kiss and draining some of her life force.

"I know that maid she works for the Swamp Witch and when she kisses someone she drains the life out of them," Nowa said.

When Ben heard this he stopped thinking about how hot the girl girl action was. "What, we've got to save her. I hope I have another change left in this armband," he said as he slammed down on the arm band turning into Ghostfreak. 'An undead ghost vs a wraith maid, is this someone's idea of a ghost story?' Ben thought as he rushed to save Cattleya.

"Well mature woman do taste like fine wine," Airi said as she parted lips.

"Well I hope your not too full for some payback," Ghostfreak said as he rammed into her knocking her back.

Airi didn't know what to think as the large spirit started to attack her. "What are you doing? Spirits don't attack each other."

"Well there's a first time for everything. And more to the point I am saving Cattleya," he said in a creepy voice as he started to swipe at her with his sharp claws.

Airi could bearly doge the attack so she took to the air to get away, it was in vain however as Ghostfreak could also fly. 'Its following me looks like I will have to fight," she thought as she turned around at high speed and tried to attack with her scythe. The Scythe just passed him. He then gave her a strong punch to the gut. Airi was losing strength fast as her clothes totally disappeared. She made one more grab at him and managed to tear off a large amount of its skin. However large tentacles sprang forth and grabbed her arms and legs. He soon forced her to the ground.

Before the he could finish the fight his symbol started to flash and Ben turned human again. To an outside looker Ben looked like he was taking a naked Airi missionary style. Airi got very embarrassed about this and throw Ben off her. "I would stay to find out just what you are but I've got to start making the Swamp Witch's dinner soon. And with that she too just disappeared.

"Well I guess Airi is still a maid," Rana said.

"True its too bad she's devoted to the Swamp Witch," Cattleya said.

"Well I don't know if this was a good day or not," Ben said. "I saved the animals, but all the villains got away."

"Hey don't forget about me," said Goldie. "I've decide to travel with you, after all I feel that if I stay close to you I will run into that Dr. Animo again. Plus I have decided to become your girlfriend."

"What," everyone screamed out.

"I love heroic men and our the most heroic I've ever seen. Pulse the other women in the group are not that good-looking."

"What do you mean I'm not good-looking," Cattleya said upset by the remark. If there was one think Cattleya knew about herself it's that she had a smoking hot body.

"Well your too big," she said pointed in her chest. "And Nowa's chest is too small, but I am just right," she said as the three women just argued more.

"With the Swamp Witch. The Swamp Witch was eating a lavish meal as she listened to Airi report. "So this boy could turn into a ghost of some kind," she said as she looked at the piece of skin Airi pulled off.

"Yes I never seen anything like it."

"He may also be the one that attacked the slave market," the queen said.

"What are you sure," Airi asked surprised.

"Oh yes they said it was the work of a human that can change into monsters and he was with Cattleya. This troubles me because there was nothing in my prophecy about him. I may need to strengthen my forces," she said as she ate some beef.

"What you need to do is let me go collect the blood of the weak and reforged Soul Edge," said a suit of armor with a demon like arm.

"You have no right to talk to the queen like that Nightmare," Airi said.

"She promised me that she would help collect the broken parts of my sword or give me blood to repair it. And yet she uses the pieces of Soul Edge to make those golems," Nightmare said.

"Its Faster if there is more than one monster spilling blood. Don't worry my prophecy states that Soul Edge will be fixed and the world would see a true nightmare.

To be contiuned.

Well happy Halloween, I put the fight between Airi and Ghostfeak in there because of it.

I need an alien to replace upgrade because a robot that upgrades other machines just doesn't work on a midevil world. So what would you like Ben to have.

Need help for Airi and other bad girls to fall for Ben because there enemies, ideas. And speaking of Bad girls I have discovered Senran Kagura and will be adding a lot of those girls as servants to the Queen or the Swamp Witch, they need a bigger army.

Also who should have a lemon with Ben first.


End file.
